Braskem Finance Limited Announces That HSBC Securities (USA) Inc. Intends To
Launch A Tender Offer For 8.00% Notes Due 2017 And A Tender Offer And Consent
Solicitation For 7.25% Notes Due 2018 And 7.00% Notes Due 2020, In Each Case,
Of Braskem Finance Limited.
PR Newswire
SAO PAULO, Jan. 16, 2014
SAO PAULO, Jan. 16, 2014 /PRNewswire/ --Braskem Finance Limited ("Braskem
Finance"), a financing subsidiary of Braskem S.A. ("Braskem"), today announced
that HSBC Securities (USA) Inc. (the "Offeror") intends to launch (i) an offer
to purchase for cash (the "2017 Notes Tender Offer") Braskem Finance's
outstanding 8.00% Notes due 2017 (the "2017 Notes"), (ii) an offer to purchase
for cash (the "2018 Notes Tender Offer") Braskem Finance's outstanding 7.25%
Notes due 2018 (the "2018 Notes") and (iii) an offer to purchase for cash (the
"2020 Notes Tender Offer" and, together with the 2017 Notes Tender Offer and
the 2018 Notes Tender Offer, the "Tender Offers") Braskem Finance's
outstanding 7.00% Notes due 2020 (the "2020 Notes" and, together with the 2017
Notes and the 2018 Notes, the "Notes"). The Offeror intends to launch the
Tender Offers following the announcement of terms of an anticipated financing
transaction by Braskem Finance. The Offeror intends to establish the tender
amount for each series of Notes following such announcement.
In connection with the 2018 Notes Tender Offer, the Offeror also intends to
solicit (the "2018 Notes Consent Solicitation") the consents of the holders of
the 2018 Notes to the adoption of certain amendments (the "2018 Proposed
Amendments") to the indenture governing the 2018 Notes to eliminate
substantially all of the restrictive covenants, as well as various events of
default and related provisions contained in such indenture. The 2018 Proposed
Amendments require the consents (the "2018 Requisite Consents") of holders of
at least a majority in aggregate principal amount of the outstanding 2018
Notes (excluding any 2018 Notes held by the Braskem Finance or its
affiliates).
The 2018 Notes Consent Solicitation may be terminated if the 2018 Requisite
Consents are not obtained, and in such case, the 2018 Proposed Amendments to
the indenture governing the 2018 Notes will not become effective; however, the
Offeror reserves the right in its sole discretion to accept and purchase 2018
Notes tendered pursuant to the concurrent 2018 Notes Tender Offer for an
amount in cash equal to the 2018 Notes total consideration or the 2018 Notes
tender offer consideration, as applicable.
In connection with the 2020 Notes Tender Offer, the Offeror also intends to
solicit (the "2020 Notes Consent Solicitation" and together with the 2018
Notes Consent Solicitation, the "Consent Solicitations") the consents of the
holders of the 2020 Notes to the adoption of certain amendments (the "2020
Proposed Amendments" and together with the 2018 Proposed Amendments, the
"Proposed Amendments") to the indenture governing the 2020 Notes to eliminate
substantially all of the restrictive covenants, as well as various events of
default and related provisions contained in such indenture. The 2020 Proposed
Amendments require the consents (the "2020 Requisite Consents") of holders of
at least a majority in aggregate principal amount of the outstanding 2020
Notes (excluding any 2020 Notes held by the Braskem Finance or its
affiliates).
The 2020 Notes Consent Solicitation may be terminated if the 2020 Requisite
Consents are not obtained, and in such case, the 2020 Proposed Amendments to
the indenture governing the 2020 Notes will not become effective; however, the
Offeror reserves the right in its sole discretion to accept and purchase 2020
Notes tendered pursuant to the concurrent 2020 Notes Tender Offer for an
amount in cash equal to the 2020 Notes total consideration or the 2020 Notes
tender offer consideration, as applicable.
The following table sets forth the anticipated consideration for each series
of Notes:
Aggregate Principal Acceptance Anticipated Total
Amount Priority Level Consideration^2
Title of Security Outstanding^1
8.00% Notes due 2017
(CUSIP No. 105532
AD7 /
ISIN US105532AD74) U.S.$130,220,000 1 U.S.$1,156.25
(CUSIP No. P18533
AK8 /
ISIN USP18533AK80)
7.25% Notes due 2018
(CUSIP No. 10553Y
AA3 /
ISIN US10553YAA38) U.S.$500,000,000 1 U.S.$1,155.00
(CUSIP No. G1315R
AA9 /
ISIN USG1315RAA98)
7.00% Notes due 2020
(CUSIP No. 10553Y
AB1 /
ISIN US10553YAB11) U.S.$750,000,000 2 U.S.$1,105.00
(CUSIP No. G1315R
AB7 /
ISIN USG1315RAB71)
Amount includes U.S.$4,328,000 of 2017 Notes, U.S.$75,103,000 of 2018
(1) Notes and U.S.$2,500,000 of 2020 Notes, in each case, held by Braskem or
its affiliates.
The amount to be paid for each U.S.$1,000 principal amount of applicable
series of Notes validly tendered and accepted for purchase plus accrued
(2) and unpaid interest up to, but not including, the applicable settlement
date. In each case, the total consideration includes an anticipated early
tender payment of U.S.$50.00.
Braskem Finance has consented to the Offeror making the Tender Offers and the
Consent Solicitations. Braskem Finance will not be making the Tender Offers or
the Consent Solicitations. It is intended that the Notes purchased by the
Offeror pursuant to the Tender Offers will be sold by the Offeror to Braskem
Finance, to be paid for with the net proceeds from the anticipated financing
transaction. In connection with such sale, the Offeror will deliver consents
to the Proposed Amendments with respect to the aggregate principal amount of
2018 Notes and 2020 Notes so transferred to Braskem Finance. The intended
purpose of these transactions is for Braskem to lengthen and smooth its debt
maturity profile.
The Offeror, Banco Bradesco BBI S.A. ("Bradesco BBI"), Citigroup Global
Markets Inc. ("Citigroup"), Credit Agricole Securities USA Inc. ("Credit
Agricole") and Deutsche Bank Securities Inc. ("Deutsche Bank") are expected to
be engaged to act as Dealer Managers and Solicitation Agents in connection
with the Tender Offers and the Consent Solicitations, and Standard Chartered
Bank is expected to be engaged to act as Co-Dealer Manager in connection with
the Tender Offers and Consent Solicitations. Questions regarding the Tender
Offers and the Consent Solicitations may be directed to the Offeror at (888)
HSBC-4LM (toll free) or (212) 525-5552 (collect), Bradesco BBI at (212)
888-9145 (collect), Citigroup at (212) 723-6106 (collect) or (800) 558-3745
(toll-free), Credit Agricole at (866) 807-6030 (toll free) or Deutsche Bank at
(866) 627-0391 (toll free) or (212) 250-2955 (collect).
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents. The Tender Offers and the Consent
Solicitations will be made solely by the Offeror pursuant to an offer to
purchase and consent solicitation statement and related letter of transmittal
and consent.
Braskem S.A.
Danilo Dias Garcez Marcelo Rossini
Finance Director Structured Finance
Phone: (+55 11) 3576 9952 Phone: (+55 11) 3576 9995
danilo.garcez@braskem.com.br marcelo.rossini@braskem.com.br
Marina Dalben
Structured Finance
Phone: (+55 11) 3576 9716
marina.dalben@braskem.com.br
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of 1934, as amended.
Forward-looking statements are only predictions and are not guarantees of
future performance. Investors are cautioned that any such forward-looking
statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to Braskem Finance and the Offeror that may
cause the actual results to be materially different from any future results
expressed or implied in such forward-looking statements. Although Braskem
Finance believes that the expectations and assumptions reflected in the
forward-looking statements are reasonable based on information currently
available to Braskem Finance's management, Braskem Finance cannot guarantee
future results or events. Braskem Finance expressly disclaims a duty to update
any of the forward-looking statements.
SOURCE Braskem Finance Limited